Exhibit
4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION1 12 OF THE 


SECURITIES
EXCHANGE ACT OF 1934


 


The
following summary of the registered securities of FutureTech II Acquisition Corp. does not purport to be complete and is qualified in
its entirety by reference to our certificate of incorporation, as amended and bylaws, each of which are incorporated by reference as
an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part, and certain provisions of Delaware law. Unless the context
requires otherwise, all references to the “Company,” “we,” “our,” and “us” in this Exhibit
refer to FutureTech II Acquisition Corp.


 


Pursuant
to our certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par
value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par
value.


 


Units


 


Each
unit has an offering price of $10.00 and consists of one share of Class A common stock and one redeemable warrant. Only whole warrants
are exercisable. Each whole warrant entitles the holder to purchase one share of common stock. Pursuant to the warrant agreement, a warrant
holder may exercise his, her or its warrants only for a whole number of shares of common stock. This means that only a whole warrant
may be exercised at any given time by a warrant holder. No fractional warrants were issued upon separation of the units and only whole
warrants are trading.


 


Placement
Units


 


The
placement units are identical to the units sold in this offering except that (a) the placement units and their component securities will
not be transferable, assignable or salable until 30 days after the consummation of our initial business combination except to permitted
transferees and (b) will be entitled to registration rights.


 


Common
Stock


 


12,977,775
shares of our common stock is outstanding (assuming no exercise of the underwriters’ over-allotment option and the corresponding
forfeiture of 375,000 founder shares by our sponsor)1, consisting of:


 


	 	●	10,477,775
    shares of our Class A common stock underlying the units being offered in this offering (10,000,000) and the private placement (467,575);
    and
	 	 	 
	 	●	2,500,000
    shares of Class B common stock held by our initial stockholders.


 


Our
sponsor has agreed to purchase an aggregate of 467,575 placement units at a price of $10.00 per unit, for an aggregate purchase price
of $4,777,750. The initial stockholders hold an aggregate of approximately 22.9% of the issued and outstanding common stock following
the offering and the expiration of the underwriters’ over-allotment option (including the placement shares to be issued to the
sponsor and assuming they do not purchase any units in this offering or the public market). If we increase or decrease the size of the
offering we will effect a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable, with
respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership
of our initial stockholders at 20.0% of the issued and outstanding shares of our common stock (excluding the placement units and the
underlying securities and assuming they do not purchase any units in this offering) upon the consummation of this offering.


 





 



1
The amount of Class A common stock outstanding reflects the offering that closed in Feburary 2022. However, as of December 31,
2021 only the Class B was outstanding. 


 




    	 



    	 



    

 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class
A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our
stockholders, except as required by law. Unless specified in our certificate of incorporation or bylaws, or as required by applicable
provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are
voted is required to approve any such matter voted on by our stockholders. Our board of directors is divided into three classes, each
of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election
of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the
board of directors out of funds legally available therefor.


 


Because
our certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, if we were to enter into
an initial business combination, we may (depending on the terms of such an initial business combination) be required to increase the
number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders vote on the initial business
combination to the extent we seek stockholder approval in connection with our initial business combination.


 


In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year
after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold
an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made
by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation
of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.
Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they
may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c)
of the DGCL.


 


We
will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of
two business days prior to the consummation of our initial business combination including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations
described herein. The amount in the trust account is initially anticipated to be approximately $10.10 per public share. The per-share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters. Our sponsor, officers and directors will enter into a letter agreement with us, pursuant to which they
will agree to waive their redemption rights with respect to any founder shares and placement shares and any public shares held by them
in connection with the completion of our initial business combination. Unlike many blank check companies that hold stockholder votes
and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public
shares for cash upon completion of such initial business combinations even when a vote is not required by applicable law or stock exchange
requirements, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal
reasons, we will, pursuant to our certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC,
and file tender offer documents with the SEC prior to completing our initial business combination. Our certificate of incorporation will
require these tender offer documents to contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is
required by applicable law or stock exchange requirements, or we decide to obtain stockholder approval for business or other legal reasons,
we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules
and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if
a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such
meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing
a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. The underwriters
will have the same redemption rights as a public stockholder with respect to any public shares it acquires. The representative has informed
us that it has no current commitments, plans or intentions to acquire any public shares for its own account; however, if they do acquire
public shares, it will do so in the ordinary course of business or in the types of transaction described in the first paragraph under
“Proposed Business — Effecting our Initial Business Combination — Permitted purchases of our securities.” The
underwriters will not make any such purchases when in possession of any material nonpublic information not disclosed to the seller, during
a restricted period under Regulation M under the Exchange Act, in transactions that would violate Section 9(a)(2) or Rule 10(b)-5 under
the Exchange Act, or if prohibited by applicable state securities laws or broker-dealer regulations. To the extent our initial stockholders
or purchasers of placement units transfer any of these securities to certain permitted transferees, such permitted transferees will agree,
as a condition to such transfer, to waive these same redemption rights. Our sponsor purchased 467,575 placement units at the price of
$10.00 per unit in a private placement that occurred simultaneously with the completion of this offering. If we submit our initial business
combination to our public stockholders for a vote, our sponsor, the other initial stockholders, our officers and our directors have agreed
to vote their respective founder shares, placement shares and any public shares held by them in favor of our initial business combination.


 




    	 



    	 



    

 


The
participation of our sponsor, officers, directors or their affiliates in privately-negotiated transactions (as described in this prospectus),
if any, could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate
their intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares
of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We
intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required,
at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements
of our initial stockholders, may make it more likely that we will consummate our initial business combination.


 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our certificate of incorporation will provide that a public stockholder, together with
any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as
defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of
15% of the shares of common stock sold in this offering, which we refer to as the Excess Shares. However, we would not be restricting
our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business
combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market.
Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete the initial
business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to
dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.


 


If
we seek stockholder approval in connection with our initial business combination, pursuant to the letter agreement our sponsor, officers
and directors have agreed to vote any founder shares and placement shares held by them and any public shares they may acquire during
or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination.
As a result, in addition to our initial stockholders’ founder shares and placement shares, we would need 266,670 or 2.67%, of the
10,000,000 public shares sold in this offering to be voted in favor of an initial business combination (assuming only the minimum number
of shares representing a quorum are voted) in order to have our initial business combination approved. In the event that all shares of
our outstanding common stock are voted, we would need 3,511,115 or 35.11%, of the 10,000,000 public shares sold in this offering to be
voted in favor of an initial business combination in order to have our initial business combination approved. Additionally, each public
stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction (subject
to the limitation described in the preceding paragraph).


 




    	 



    	 



    

 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 12 months
from the closing of this offering (or 15 months if we have filed a proxy statement, registration statement or similar filing for an initial
business combination within 12 months from the consummation of this offering but have not completed the initial business combination
within such 12-month period, or up to 21 months if we extend the period of time to consummate a business combination, as described in
more detail in this prospectus, or as extended by the Company’s stockholders in accordance with our amended and restated certificate
of incorporation), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law. Our sponsor, officers and directors will enter into a letter agreement with us, pursuant to which
they will agree to waive their rights to liquidating distributions from the trust account with respect to any founder shares and placement
shares held by them if we fail to complete our initial business combination within 12 months from the closing of this offering (or 15
months if we have filed a proxy statement, registration statement or similar filing for an initial business combination within 12 months
from the consummation of this offering but have not completed the initial business combination within such 12-month period, or up to
21 months if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, or as
extended by the Company’s stockholders in accordance with our amended and restated certificate of incorporation). However, if our
initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust
account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.


 


In
the event of a liquidation, dissolution or winding up of the company after an initial business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made
for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights.
There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity
to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon
the completion of our initial business combination, subject to the limitations described herein.


 


Founder
Shares and Placement Shares


 


The
founder shares and placement shares are identical to the shares of Class A common stock included in the units being sold in this offering,
and holders of founder shares and placement shares have the same stockholder rights as public stockholders, except that (i) the founder
shares and placement shares are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with
respect to any founder shares, placement shares, and any public shares held by them in connection with the completion of our initial
business combination, (B) to waive their redemption rights with respect to their founder shares, placement shares, and any public shares
in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (x) to modify
the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments
to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 12
months from the closing of this offering (or 15 months if we have filed a proxy statement, registration statement or similar filing for
an initial business combination within 12 months from the consummation of this offering but have not completed the initial business combination
within such 12-month period, or up to 21 months if we extend the period of time to consummate a business combination, as described in
more detail in this prospectus, or as extended by the Company’s stockholders in accordance with our amended and restated certificate
of incorporation) or (y) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity and (C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by
them if we fail to complete our initial business combination within 12 months from the closing of this offering (or 15 months if we have
filed a proxy statement, registration statement or similar filing for an initial business combination within 12 months from the consummation
of this offering but have not completed the initial business combination within such 12-month period, or up to 21 months if we extend
the period of time to consummate a business combination, as described in more detail in this prospectus, or as extended by the Company’s
stockholders in accordance with our amended and restated certificate of incorporation), although they will be entitled to liquidating
distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination
within such time period, (iii) the founder shares are shares of our Class B common stock that will automatically convert into shares
of our Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment
as described herein, and (iv) are entitled to registration rights. If we submit our initial business combination to our public stockholders
for a vote, our sponsor, officers and directors have agreed pursuant to the letter agreement to vote any founder shares and placement
shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated
transactions) in favor of our initial business combination. The placement shares will not be transferable, assignable or saleable until
30 days after the consummation of our initial business combination except to permitted transferees.


 




    	 



    	 



    

 


The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the consummation of our
initial business combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked
securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial
business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted
(unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any
such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class
B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock
outstanding upon completion of this offering (excluding and the placement units and underlying securities) plus all shares of Class A
common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any
shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination, any private placement-equivalent
units and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). We cannot determine
at this time whether a majority of the holders of our Class B common stock at the time of any future issuance would agree to waive such
adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions
which are part of the agreement for our initial business combination; (ii) negotiation with Class A stockholders on structuring an initial
business combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class
B common stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of our Class B common
stock, but would reduce the percentage ownership of holders of our Class A common stock. If such adjustment is waived, the issuance would
reduce the percentage ownership of holders of both classes of our common stock. The term “equity-linked securities” refers
to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issues in a financing
transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt.
Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion
or exercise of convertible securities, warrants or similar securities.


 


With
certain limited exceptions, the founder shares are not transferable, assignable or saleable (except to our officers and directors and
other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier
to occur of: (A) six months after the completion of our initial business combination and (B) subsequent to our initial business combination,
(x) if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period following consummation
of our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization
or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash,
securities or other property.


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more
series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,
optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.
Our board of directors can, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect
the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of
directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of
control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently
intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred stock
are being issued or registered in this offering.


 




    	 



    	 



    

 


Redeemable
Warrants


 


Public
Stockholders’ Warrants


 


Each
warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of 12 months from the closing of this offering and 30 days after the completion
of our initial business combination.


 


The
warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 


We
will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common
stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A
common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that
the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will
not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to
net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of
a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying
such unit.


 


We
are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that
as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use
our best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of
the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares
of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement
covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day
after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement
and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration
statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following
the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement
and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis
pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that
such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants
on a cashless basis.


 


Once
the warrants become exercisable, we may call the warrants for redemption:


 


	 	●	in
    whole and not in part;
	 	 	 
	 	●	at
    a price of $0.01 per warrant;
	 	 	 
	 	●	upon
    not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption
    period”) to each warrant holder; and



 






    	 



     


    

 


	 	●	if,
    and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
    stock dividends, right issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day
    period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to
    the warrant holders.


 


If
and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon
exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect
such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky
laws of the state of residence in those states in which the warrants were offered by us in this offering.


 


We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption
of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price
of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


If
we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise
its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a
“cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding
and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise
of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and
the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose
shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior
to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the
notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received
upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner
will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature
is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If
we call our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted transferees
would still be entitled to exercise their placement warrants for cash or on a cashless basis using the same formula described above that
other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless
basis, as described in more detail below.


 


A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the
right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as
a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.


 


If
the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock,
or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up
or similar event, the number of shares of Class A common stock issuable on exercise of each whole warrant will be increased in proportion
to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders
to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of
shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights
offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class
A common stock) and (ii) one (1) minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided
by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class
A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted
average price of Class A common stock as reported during the ten (10) trading day period ending on the trading day prior to the first
date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the
right to receive such rights.


 




    	 



    	 



    

 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital
stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy
the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy
the redemption rights of the holders of Class A common stock in connection with a stockholder vote to amend our certificate of incorporation
(i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain
amendments to our charter prior thereto or to redeem 100% of our Class A common stock if we do not complete our initial business combination
within 12 months from the closing of this offering (or up to 18 months from the closing of this offering at the election of the Company
in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $575,000 ($0.10
per unit in either case) for each three month extension, into the trust account, or as extended by the Company’s stockholders in
accordance with our certificate of incorporation) or (ii) with respect to any other provision relating to stockholders’ rights
or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete
our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of
such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common
stock in respect of such event.


 


If
the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased
in proportion to such decrease in outstanding shares of Class A common stock.


 


Whenever
the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant
exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the
numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior
to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately
thereafter.


 


The
warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent,
and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity
or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants
and the warrant agreement set forth in this prospectus, or defective provision, but requires the approval by the holders of at least
a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders
of public warrants.


 


In
addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with
such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance
to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable,
prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business
combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be
adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per
share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market
Value and the Newly Issued Price.


 




    	 



    	 



    

 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting
rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common
stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be
voted on by stockholders.


 


No
fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive
a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Class A common stock to
be issued to the warrant holder.


 


We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the
warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action,
proceeding or claim. See “Risk Factors — Our warrant agreement will designate the courts of the State of New York or the
United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings
that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum
for disputes with our company.” This provision does not apply to claims under the Exchange Act or any claim for which the federal
district courts of the United States of America are the sole and exclusive forum. In addition, unless we consent in writing to the selection
of an alternative forum, the federal district courts of the United States of America shall, to the full extent permitted by law, be the
exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the rules and regulations
promulgated thereunder.


 


Placement
warrants


 


Except
as described below, the placement warrants have terms and provisions that are identical to those of the warrants being sold as part of
the units in this offering, including as to exercise price, exercisability, redemption and exercise period. The placement warrants (including
the Class A common stock issuable upon exercise of the placement warrants) will not be transferable, assignable or salable until 30 days
after the completion of our initial business combination (except, among other limited exceptions as described under the section of this
prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Placement Units,” to
our officers and directors and other persons or entities affiliated with our sponsor).


 


In
addition, holders of our placement warrants are entitled to certain registration rights.


 


In
order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans
may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination.
The units would be identical to the placement units. However, as the units would not be issued until consummation of our initial business
combination, any warrants underlying such units would not be able to be voted on an amendment to the warrant agreement in connection
with such business combination.


 


We
may also receive loans from our sponsor to finance any extension of the deadline for consummating the initial business combination. The
sponsor would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid
in the even that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such
notes would be repaid upon consummation of our initial business combination, or all, or any portion, of such loans may be convertible
into units, at a price of $10.00 per unit at the option of the sponsor, upon consummation of our initial business combination. The units
would be identical to the placement units.


 


Our
sponsor has agreed not to transfer, assign or sell any of the placement warrants (including the Class A common stock issuable upon exercise
of any of these warrants) until the date that is 30 days after the date we complete our initial business combination, except that, among
other limited exceptions as described under the section of this prospectus entitled “Principal Stockholders — Restrictions
on Transfers of Founder Shares and Placement Warrants” made to our officers and directors and other persons or entities affiliated
with our sponsor.


 




    	 



    	 



    

 


Dividends


 


We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial conditions subsequent to completion of an initial business combination. The payment of any cash dividends subsequent
to an initial business combination will be within the discretion of our board of directors at such time. If we increase or decrease the
size of the offering we will effect a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable,
with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership
of our initial stockholders at 20.0% of the issued and outstanding shares of our common stock (excluding the placement units and the
underlying securities and assuming they do not purchase any units in this offering) upon the consummation of this offering. Further,
if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.


 


Our
Transfer Agent and Warrant Agent 


 


The
transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed
to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of
its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for
its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified
person or entity.


 


Our
Amended and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains certain requirements and restrictions relating to this offering that will
apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the
holders of at least 65% of our common stock. Our initial stockholders, who will collectively beneficially own approximately 22.95% of
our common stock upon the closing of this offering (including the placement shares to be issued to the sponsor and assuming they do not
purchase any units in this offering), will participate in any vote to further amend our certificate of incorporation and will have the
discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides, among other
things, that:


 


	 	●	If
    we are unable to complete our initial business combination within 12 months from the closing of this offering (or 15 months if we
    have filed a proxy statement, registration statement or similar filing for an initial business combination within 12 months from
    the consummation of this offering but have not completed the initial business combination within such 12-month period, or up to 21
    months if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, or as
    extended by the Company’s stockholders in accordance with our amended and restated certificate of incorporation), we will (i)
    cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
    days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in
    cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust
    account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided
    by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as
    stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as
    promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of
    directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide
    for claims of creditors and the requirements of other applicable law;


 


	 	●	Prior
    to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to
    (i) receive funds from the trust account or (ii) vote on any initial business combination;


 


	 	●	Although
    we do not intend to enter into an initial business combination with a target business that is affiliated with our sponsor, our directors
    or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent
    directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders
    valuation opinions that such an initial business combination is fair to our company from a financial point of view;


 




    	 



    	 



    

 


	 	●	If
    a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for
    business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange
    Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially
    the same financial and other information about our initial business combination and the redemption rights as is required under Regulation
    14A of the Exchange Act; whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide
    our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;
	 	 	 
	 	●	So
    long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq rules require that we must complete one or more business
    combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding
    the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a
    definitive agreement in connection with our initial business combination;
	 	 	 
	 	●	If
    our stockholders approve an amendment to our certificate of incorporation (i) to modify the substance or timing of our obligation
    to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to
    redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this
    offering (or up to 18 months from the closing of this offering at the election of the Company in two separate three month extensions
    subject to satisfaction of certain conditions, including the deposit of up to $575,000 ($0.10 per unit in either case) for each three
    month extension, into the trust account, or as extended by the Company’s stockholders in accordance with our certificate of
    incorporation) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity,
    we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon
    such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
    interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number
    of then outstanding public shares; and
	 	 	 
	 	●	We
    will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.


 


In
addition, our amended and restated certificate of incorporation will provide that under no circumstances will we redeem our public shares
unless our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination
and after payment of underwriters’ fees and commissions.


 


Certain
Anti-Takeover Provisions of Delaware Law and our Certificate of Incorporation and Bylaws


 


We
will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of this offering. This statute
prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:


 


	 	●	a
    stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
	 	 	 
	 	●	an
    affiliate of an interested stockholder; or
	 	 	 
	 	●	an
    associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


 




    	 



    	 



    

 


A
“business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section
203 do not apply if:


 


	 	●	our
    board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date
    of the transaction;
	 	 	 
	 	●	after
    the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at
    least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common
    stock; or
	 	 	 
	 	●	on
    or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized
    at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting
    stock not owned by the interested stockholder.


 


Our
certificate of incorporation provides that our board of directors is classified into three classes of directors. As a result, in most
circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.


 


Our
authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be
utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit
plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage
an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Exclusive
forum for certain lawsuits


 


Our
amended and restated certificate of incorporation will require, to the to the fullest extent permitted by law, that derivative actions
brought in our name, actions against directors, officers and employees for breach of fiduciary duty and certain other actions may be
brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State
of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable
party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which
is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does
not have subject matter jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to
have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing
increased consistency in the application of law in the types of lawsuits to which it applies, a court may determine that this provision
is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors
and officers.


 


Our
amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent
permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over
all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result,
the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other
claim for which the federal courts have exclusive jurisdiction. In addition, our amended and restated certificate of incorporation provides
that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America,
rather than the Court of Chancery in the State of Delaware, shall, to the fullest extent permitted by law, be the exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules and regulations promulgated
thereunder. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot
waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates
concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder.


 


Special
meeting of stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief
Executive Officer or by our Chairman.


 




    	 



    	 



    

 


Advance
notice requirements for stockholder proposals and director nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the
90th day nor earlier than the opening of business on the 120th day prior to the anniversary date of the immediately
preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy
statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content
of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders
or from making nominations for directors at our annual meeting of stockholders.


 


Action
by written consent


 


Subsequent
to the consummation of the offering, any action required or permitted to be taken by our common stockholders must be effected by a duly
called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with
respect to our Class B common stock.


 


Classified
Board of Directors


 


Our
board of directors are divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year
terms. Our amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by
resolution of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office
at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding
shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on
our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a
majority of our directors then in office.


 


Class
B Common Stock Consent Right


 


For
so long as any shares of Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders
of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any
provision our certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would
alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock.
Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders
of the outstanding Class B common stock having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares of Class B common stock were present and voted.


 


Securities
Eligible for Future Sale


 


Immediately
after the consummation of the offering we have 14,905,275 shares of common stock outstanding. Of these shares, the 11,500,000 shares
sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares
purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 2,875,000 founder shares,
all 530,275 are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering,
and the shares of Class B common stock and placement units are subject to transfer restrictions as set forth elsewhere in this prospectus.
These restricted securities will be entitled to registration rights as more fully described below under “— Registration Rights.”


 




    	 



    	 



    

 


Rule
144


 


Pursuant
to Rule 144, a person who has beneficially owned restricted shares of our common stock, warrants or rights for at least six months would
be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or
at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for
at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 18
months (or such shorter period as we were required to file reports) preceding the sale.


 


Persons
who have beneficially owned restricted shares of our common stock or warrants for at least six months but who are our affiliates at the
time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person
would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:


 


	 	●	1%
    of the total number of shares of Class A common stock then outstanding, which will equal 129,778 shares immediately after this offering
    (or 149,053) if the underwriters exercise their over-allotment option in full); or


 


	 	●	the
    average weekly reported trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form
    144 with respect to the sale.


 


Sales
by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current
public information about us.


 


Restrictions
on the Use of Rule 144 by Shell Companies or Former Shell Companies


 


Rule
144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell
companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to
this prohibition if the following conditions are met:


 


	 	●	the
    issuer of the securities that was formerly a shell company has ceased to be a shell company;


 


	 	●	the
    issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;


 


	 	●	the
    issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding
    18 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on
    Form 8-K; and


 


	 	●	at
    least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status
    as an entity that is not a shell company.


 


As
a result, our initial stockholders will be able to sell their founder shares and placement units (including component securities contained
therein), as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination.





 


Registration
Rights


 


The
holders of the founder shares, placement units (including component securities contained therein) and units (including securities contained
therein) that may be issued upon conversion of working capital loans, any shares of Class A common stock issuable upon the exercise of
the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon
conversion of the units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder
shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective
date of this offering, requiring us to register such securities for resale (in the case of the founder shares, only after conversion
to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short
form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with
respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to
register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain
liquidated damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses
incurred in connection with the filing of any such registration statements. We will bear the expenses incurred in connection with the
filing of any such registration statements.


 


Listing
of Securities


 


We
have listed our units, Class A common stock and warrants on Nasdaq under the symbols “LIBYU,” “LIBY” and “LIBYW”
respectively on Nasdaq promptly after the effective date of the registration statement. The shares of our Class A common stock and warrants
are listed separately and as a unit on Nasdaq.